Further information re Director's share transfer

RNS Number : 7990W

Angle PLC

12 November 2014

 



For immediate release

12 November 2014

ANGLE plc

("ANGLE" or the "Company")

Further information re Director's share transfer  

On 21 October 2014, the Company announced that Andrew Newland, Chief Executive of ANGLE, had agreed to transfer up to 3,500,000 ordinary shares of 10p each in the Company ("Ordinary Shares") as security for a loan facility in connection with his moving house (the "Announcement"). 

Following recent comments in the media relating to the Announcement, the Company wishes to provide the following information.

The agreement was entered into with Equity First Holdings LLC ("EFH") (the "Agreement") and, under the Agreement, which is a sale and repurchase agreement intended to provide financing to Andrew Newland, he transferred the legal and beneficial interest in 1,350,000 Ordinary Shares to EFH (the "transferred shares") in return for him receiving a payment from EFH of a sum equal to 62 per cent. of the three-day average mid-price per share (the "Starting Market Price") less a financing arrangement fee of 2 per cent..  Further details of the transfer made are set out below. As the legal and beneficial holder of the transferred shares, EFH may take any action it deems appropriate in relation to the transferred shares and is under no obligation to hold or retain the transferred shares. 

On the maturity date of the Agreement (27 October 2016), Andrew Newland is contractually obliged to purchase the transferred shares or equivalent Ordinary Shares from EFH at a price equal to 67 per cent. of the Starting Market Price and EFH is contractually obliged to deliver the transferred shares or equivalent Ordinary Shares to Andrew Newland on payment.

If, prior to the maturity date, the value of the transferred shares falls to 49.6 per cent. or less of the Starting Market Price, Andrew Newland will be required to transfer further Ordinary Shares or provide cash to cover any difference. 

The summary below is a clarification and correction of certain information contained in the Announcement.  Andrew Newland remains interested in the transferred shares by reason of the repurchase obligation contained in the Agreement.  Further announcements will be made if any further Ordinary Shares are transferred pursuant to the Agreement.

·     Number of Ordinary Shares prior to transfer of shares under facility 7,054,686

·     Number of Ordinary Shares transferred to EFH pursuant to the facility (and to be repurchased) to date 1,350,000

·     Starting Market Price £0.851

·     Number of Ordinary Shares with voting rights held after transactions and as a % of the Company 5,704,686 (12.61%)

·     Total interest in Ordinary Shares and as a % of the Company⁽¹⁾ 7,054,686 (15.59%)

(1)   As stated above, under the Agreement, Andrew Newland has agreed to repurchase the transferred shares or equivalent Ordinary Shares at the end of the two year period at a price calculated by reference to the Starting Market Price.  For this reason he continues to have an interest in these Ordinary Shares and they are therefore included in his total interest in Ordinary Shares.

Garth Selvey, Chairman of ANGLE, commented:  "Andrew has entered into this finance arrangement to bridge the purchase and renovation of a new house.  Andrew believes strongly in the future value of ANGLE and does not want to sell his shares into the market. This facility enables him to return to his original position once the facility is repaid."

For further information:

ANGLE plc	01483 685830
Andrew Newland, Chief Executive Ian Griffiths, Finance Director
Cenkos Securities Stephen Keys, Dr Christopher Golden (Nominated adviser) Andy Roberts, Christian Hobart (Sales)	020 7397 8900
Buchanan Mark Court, Sophie Cowles	020 7466 5000

 

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